DATED 30 June 2016 (1) NEWS CORP UK & IRELAND LIMITED (2) WIRELESS GROUP PLC CO-OPERATION AGREEMENT

Transcription

1 10 Snow Hill London EC1A 2AL +44 (0) DATED 30 June 2016 (1) NEWS CORP UK & IRELAND LIMITED (2) WIRELESS GROUP PLC CO-OPERATION AGREEMENT UKMATTERS: UKMATTERS:

2 TABLE OF CONTENTS Page 1. Interpretation Publication of the Announcement and the terms of the Acquisition Undertakings in relation to satisfaction of the Conditions Offer Document Code Termination Directors' and officers' insurance Warranties Notices Remedies and waivers Variation Invalidity Entire agreement Language Contracts (Rights of Third Parties) Act Assignment Costs and expenses Further assurance Counterparts Governing law and jurisdiction Schedule 1 Form of Announcement UKMATTERS:

3 THIS AGREEMENT is made on 30 June 2016 BETWEEN: (1) NEWS CORP UK & IRELAND LIMITED, a company incorporated in England and Wales with company number and whose registered office is at 1 London Bridge Street, London, SE1 9GF United Kingdom ("News"); (2) WIRELESS GROUP PLC, a company incorporated in Northern Ireland with company number NI and whose registered office is at Ormeau Road, Belfast, Co Antrim, BT7 1EB United Kingdom ("Wireless"), together referred to as the "Parties" and each as a "Party" to this Agreement. RECITALS: (A) (B) (C) News proposes to announce (either itself of through a direct or indirect wholly owned subsidiary) an intention to make a recommended offer for the entire issued and to be issued ordinary share capital of Wireless (the "Acquisition") on the terms and subject to the conditions set out in the Announcement. It is intended that the Acquisition will be effected by way of a contractual takeover offer under the Code and within the meaning of Part 28 of the Act (the "Offer"). News has, however, reserved the right, as set out in the Announcement, to elect to implement the Acquisition by way of a court-sanctioned scheme of arrangement pursuant to Part 26 of the Act (a "Scheme"). The parties have agreed to take certain steps to effect the completion of the Acquisition and wish to enter into this Agreement to record their respective obligations relating to certain such matters. IT IS AGREED as follows: 1. INTERPRETATION 1.1 in this Agreement each of the following words and expressions shall have the following meanings: "Acquisition" "Act" "Announcement" "Business Day" has the meaning given in Recital (A); means the UK Companies Act 2006, as amended from time to time; means the announcement detailing the terms and conditions of the Acquisition to be made pursuant to Rule 2.7 of the Code, in substantially the form set out in Schedule 1 (2.7 Announcement). means a day, other than an English or Irish public holiday, Saturday or Sunday, when banks are open in London and Dublin for general banking business; UKMATTERS: UKMATTERS:

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20 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 30 June 2016 PRESS ANNOUNCEMENT FOR IMMEDIATE RELEASE Summary RECOMMENDED CASH OFFER for WIRELESS GROUP PLC ("WIRELESS") by NEWS CORP UK & IRELAND LIMITED ("NEWS CORP (UK & IRELAND)") an indirect wholly-owned subsidiary of NEWS CORPORATION ("NEWS CORP") at 315 pence per share The Boards of News Corp and Wireless are pleased to announce that agreement has been reached on the terms of a recommended cash offer (the "Offer") to be made by News Corp (UK & Ireland), an indirect wholly-owned subsidiary of News Corp, on the terms and subject to the conditions set out below, for the entire issued and to be issued share capital of Wireless. It is intended that the Offer will be implemented by means of a takeover offer under the Takeover Code and within the meaning of Part 28 of the Act. Under the terms of the Offer, Wireless Shareholders will receive, for each Wireless Share held, 315 pence in cash. In addition, Wireless Shareholders named on the register on 20 May 2016 will receive the previously announced Special Dividend of 6.15 pence per Wireless Share and the 2015 Final Dividend of 7.60 pence per Wireless Share, both of which are expected to be paid on 15 July The Offer values the entire existing issued and to be issued share capital of Wireless at approximately million, and represents a premium of approximately: 70.3 per cent. over the Closing Price of 185 pence per Wireless Share on 29 June 2016, being the last Business Day prior to this announcement; and 69.1 per cent. to the volume weighted average price of 186 pence per Wireless Share for the three months prior to the date of this announcement. 1

21 Reasons for the Offer Wireless is a media group operating in the UK and Ireland primarily focused on radio broadcasting. The business has valuable media brands that include talksport, the leading sports radio network in the UK, and a wider portfolio of media assets with a significant presence and audience engagement, both digitally and internationally. News Corp believes that Wireless represents an excellent strategic fit with its existing operations, broadening News Corp s range of services in the UK, Ireland and internationally. talksport has radio and digital audio broadcasting rights for the Premier League, the FA Cup and the EFL Cup. It also has the global live audio rights to the Premier League in multiple languages (outside the EEA) to Wireless' audience complements the audience of The Sun, and there is significant opportunity to increase engagement and monetisation through cross-promotion and leveraging Wireless' and News Corp's respective talent and advertising sales forces. The acquisition also raises the prospect of further international digital expansion for the Wireless brands. The UK and Ireland are key markets for News Corp. In the past few years News Corp has acquired Storyful in Ireland and Unruly in the UK. Those companies continue to operate as standalone businesses and they are adding value to the wider News group s global assets. The proposed acquisition of Wireless follows this trend. News Corp, which is evolving rapidly into a more digital and increasingly global company with a diverse revenue mix, has a proven track record of investing in content that drives audiences and in businesses that complement its existing brands and platforms. News Corp has been impressed by the skills and experience of the existing management and employees of Wireless, and expects them to play a leading role in growing the Wireless business in an increasingly competitive digital media environment as part of the wider News group. The recommendation and structure of the Offer The Wireless Directors, who have been so advised by Numis, consider the financial terms of the Offer to be fair and reasonable. In providing advice to the Wireless Directors, Numis has taken into account the commercial assessments of the Wireless Directors. Numis is providing financial advice to the Wireless Directors for the purposes of Rule 3 of the Takeover Code. Accordingly, the Wireless Directors intend unanimously to recommend that Wireless Shareholders accept the Offer, as the Wireless Directors have irrevocably undertaken to do in respect of their own beneficial holdings of Wireless Shares, which amount, in aggregate, to 459,493 Wireless Shares representing approximately 0.67 per cent. of the existing issued share capital of Wireless as of 29 June 2016 (being the latest practicable date prior to this announcement). In addition, News Corp (UK & Ireland) has received irrevocable undertakings to accept the Offer from JO Hambro (3,500,000 Wireless Shares) and GVQ Investment Management (4,174,705 Wireless Shares) in respect of a total of 7,674,705 Wireless Shares, representing, in aggregate, approximately per cent. of Wireless' existing issued share capital as of 29 June 2016 (being the latest practicable date prior to this announcement). The irrevocable undertakings received from JO Hambro and GVQ 2

22 Investment Management will cease to be binding in the event of a competing offer for Wireless, the value of which exceeds the value of the Offer by 10 per cent. or more. Further, News Corp (UK & Ireland) has received letters of intent to accept (or procure acceptance of) the Offer from JO Hambro (3,565,431 Wireless Shares), Aberforth Partners LLP (on behalf of its clients) (5,495,041 Wireless Shares), Columbia Threadneedle Investments (4,224,012 Wireless Shares) and Invesco Asset Management Limited (2,774,276 Wireless Shares) in respect of a total of 16,058,760 Wireless Shares, representing approximately 23.4 per cent. of the existing ordinary share capital of Wireless in issue on 29 June 2016 (being the latest practicable date prior to this announcement). Lepe is acting as sole financial adviser to News Corp (UK & Ireland). Numis is acting as sole Rule 3 adviser, joint financial adviser and joint broker to Wireless. Goodbody is acting as joint financial adviser and joint broker to Wireless. The Offer is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document which will contain further information about the Offer, and will be published within 28 days of this announcement (subject to any extension agreed by News Corp (UK & Ireland) and Wireless with the consent of the Panel). Commenting on the Offer, Robert Thomson, Chief Executive of News Corp said: "The proposed investment is a clear sign of our commitment to, and belief in, the United Kingdom as a place to do business successfully and profitably. We look forward to welcoming Wireless into News Corp s global family of businesses. With its strength in radio, as well as its digital and international growth potential, Wireless will help improve the engagement of our publishing brands, especially those within News UK. There is no doubt that Wireless is a company reborn since the sale of its television assets last year and we are excited by its prospects. We plan to leverage Wireless portfolio of radio and digital audio sports rights, including the Premier League, in the UK, Ireland and beyond, through News Corp s digital platforms. We believe the businesses together can be far more than the sum of their parts." Commenting on the Offer, Rebekah Brooks, Chief Executive of News UK said: News UK has a stable of iconic brands and a track record of creating content that builds engaged and loyal audiences. The Wireless Group represents an opportunity for us to take advantage of its strong radio presence to build on our growing digital success story and to bring some of the best journalistic and broadcasting talent into one group. "This acquisition will allow us to increase engagement for both businesses through the cross promotion of our brands and the use of our respective talent. We also look forward to collaborating in the expansion of the Wireless Group s digital audio and international assets, which offer new opportunities for our businesses in the UK and globally. Commenting on the Offer, Richard Huntingford, Executive Chairman of Wireless said: "This is an excellent outcome for all Wireless stakeholders. Shareholders receive an immediate and certain cash value for their shares which not only represents a very significant premium to the current share price, but also fully recognises the long-term 3

23 prospects and growth potential of Wireless; News Corp's proven track record of investing in content that drives audiences will significantly benefit Wireless' listeners and advertisers; and, the excellent strategic fit and complementariness of the Wireless business to News Corp's operations will provide great opportunities for Wireless' management, employees and talent. Finally, the introduction of a new player with the stature and global media experience of News Corp will be a major boost for the UK and Irish commercial radio industry." Wireless is a focused media group operating in the UK and Ireland comprising radio assets, including talksport, and a growing digital division. It is a profitable business that owns and operates valuable brands which attract loyal audiences. Wireless is listed on the main market of the London Stock Exchange and the Irish Stock Exchange under the trading symbol WLG and is a member of the FTSE SmallCap Index. News Corp is a global diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers and businesses throughout the world. The group comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, cable network programming in Australia and pay-tv distribution in Australia, that are distributed under some of the world s most recognisable and respected brands including The Wall Street Journal, Dow Jones, The Australian, Herald Sun, The Sun, The Times, HarperCollins Publishers, FOX SPORTS Australia, realestate.com.au, realtor.com, Foxtel and many others. News Corp's Class A and Class B Common Stock are listed on The NASDAQ Global Select Market ( NASDAQ ) under the trading symbols NWSA and NWS, respectively. CHESS Depositary Interests representing News Corp's Class A and Class B Common Stock also trade on the Australian Securities Exchange under the trading symbols NWSLV and NWS, respectively. This summary should be read in conjunction with the full text of the following announcement and the Appendices. The Offer will be subject to the Conditions and further terms set out in Appendix I and to the full terms and conditions which shall be set out in the Offer Document. Appendix II contains the bases and sources of certain information used in the summary and this announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to the Offer. Certain terms used in this announcement are defined in Appendix IV to this announcement. Enquiries: News Corp (UK & Ireland) +44 (0) Daisy Dunlop, Director of Communications News Corp Michael Florin, Investor Relations Lepe Partners (Financial Adviser to News +44(0) Corp and News Corp (UK & Ireland)) Julian Culhane Jonathan Goodwin Brunswick Group LLP Jonathan Glass +44 (0) Andrew Porter David Blackburn 4

24 Wireless Group plc Richard Huntingford, via Maitland: Jamie Dunkley +44 (0) Robbie Hynes +44 (0) Numis (Financial Adviser and Rule 3 adviser to Wireless) Nick Westlake +44 (0) Lorna Tilbian Chris Wilkinson Michael Wharton Goodbody (Financial Adviser to Wireless) Kevin Keating Linda Hickey John Flynn Terms used in this summary shall have the meaning given to them in the full announcement. Important notices relating to financial advisers Lepe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for News Corp and News Corp (UK & Ireland) and no one else in connection with the Offer and will not be responsible to anyone other than News Corp and News Corp (UK & Ireland) for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement. Numis, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Wireless and for no one else in connection with the acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Wireless for providing the protections afforded to clients of Numis, nor for providing advice in relation to the matters referred to in this announcement. Neither Numis nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contact, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise. Goodbody, is regulated in Ireland by the Central Bank of Ireland. Goodbody is acting exclusively for Wireless and for no one else in connection with the acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Wireless for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the matters referred to in this announcement. Further information This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and the accompanying acceptance forms, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only 5

25 on the basis of the information contained in the Offer Document. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document will be available for public inspection and also be available on the websites of Wireless ( and News Corp ( Overseas jurisdiction The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Wireless Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Wireless Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. The Offer will not be made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. US investors The Offer will be made for securities in a company incorporated in Northern Ireland and Wireless Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information relating to Wireless that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP. The Offer, if required to be made in the United States, will be made pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the Exchange Act ), subject to the exemptions provided by Rule 14d-1 under the Exchange Act, and otherwise in accordance with the requirements of the Takeover Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic 6

26 tender offer procedures and law. In the United States, the Offer will be made solely by News Corp (UK & Ireland) and not by its financial adviser. Wireless is a company incorporated under the laws of Northern Ireland and News Corp (UK & Ireland) is a company incorporated under the laws of England and Wales. It may not be possible for Wireless Shareholders in the United States to effect service of process within the United States upon Wireless or News Corp (UK & Ireland) or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Wireless or News Corp (UK & Ireland) or their respective officers or directors, who may be residents of countries other than the United States, in a non-us court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws. In accordance with, and to the extent permitted by, applicable law, the Takeover Code and normal UK market practice and Rule 14e-5 under the Exchange Act, News Corp (UK & Ireland) or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Wireless, otherwise than pursuant to the Offer, at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Takeover Code, the rules of the London Stock Exchange and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, applicable law, the Takeover Code and normal UK market practice and Rule 14e-5 under the Exchange Act, certain of the financial advisers and their respective affiliates will continue to act as exempt principal traders in Wireless Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any public dealing disclosures required under the Takeover Code will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom. Forward-looking statements This announcement, including information included or incorporated by reference in this announcement, may contain forward-looking statements concerning News Corp, News Corp (UK & Ireland) and Wireless. All statements other than statements of historical fact may be forward-looking statements. Generally, the words will, may, should, continue, believes, expects, intends, anticipates or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants. Therefore undue reliance should not be placed on such statements, which speak only as of the date of this announcement. News Corp, News Corp (UK & Ireland) and Wireless assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law. No profit forecasts of estimates No statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted or deemed to mean that earnings or earnings per share for News Corp or Wireless, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for News Corp or Wireless. 7

27 Disclosure requirements of the Takeover Code Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Publication on website and availability of hard copies In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on News Corp's website at and Wireless' website at by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this announcement. Wireless Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by submitting a request in writing to Wireless 8

28 at Ormeau Road, Belfast, Co Antrim, BT7 1EB. A hard copy of this announcement will not be sent unless requested. Any such person may request that all future documents, announcements and information in relation to the Offer should be sent to them in hard copy form. Information relating to Wireless Shareholders Please be aware that addresses, electronic addresses and certain other information provided by Wireless Shareholders, persons with information rights and other relevant persons for the receipt of communications from Wireless may be provided to News Corp (UK & Ireland) during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code. Rounding Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Rule 2.10 Disclosure In accordance with Rule 2.10 of the Takeover Code, Wireless confirms that as at the date of this announcement, it has in issue and admitted to trading on the London Stock Exchange and the Irish Stock Exchange 68,657,787 ordinary shares of 7 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00BDGT1X16. 9

29 PRESS ANNOUNCEMENT FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 30 June 2016 RECOMMENDED CASH OFFER for WIRELESS GROUP PLC ("WIRELESS") by NEWS CORP UK & IRELAND LIMITED ("NEWS CORP (UK & IRELAND)") an indirect wholly-owned subsidiary of NEWS CORPORATION ("NEWS CORP") at 315 pence per share 1. Introduction The Boards of News Corp and Wireless are pleased to announce that agreement has been reached on the terms of a recommended cash offer (the "Offer") to be made by News Corp (UK & Ireland) on the terms and subject to the conditions set out below for the entire issued and to be issued share capital of Wireless. News Corp (UK & Ireland) is an indirect wholly-owned subsidiary of News Corp. It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Act. The Offer Document will be sent to Wireless Shareholders and for information only, to participants in the Wireless Share Schemes by 28 July 2016 and will contain the formal terms and conditions of the Offer. 2. Summary of the Offer Under the terms of the Offer, which will be subject to the satisfaction (or where applicable, waiver) of the Conditions and to the further terms set out in Appendix I of this announcement and to be set out in the Offer Document and the accompanying Form of Acceptance, Wireless Shareholders will be entitled to receive: 315 pence in cash for each Wireless Share The Offer values the entire issued and to be issued share capital of Wireless at approximately million, on the basis of a fully diluted share capital of 69,925,114 Wireless Shares. The Offer represents a premium of approximately: 10

30 70.3 per cent. over the Closing Price of 185 pence per Wireless Share on 29 June 2016, being the last Business Day prior to this announcement; and 69.1 per cent. to the volume weighted average price of 186 pence per Wireless Share for the three months prior to the date of this announcement. Wireless Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights attaching thereto, including without limitation the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter, other than the Announced Dividends. The Offer will extend to any Wireless Shares which are issued or unconditionally allotted whilst the Offer remains open for acceptance (or prior to such earlier time and/or date as News Corp (UK & Ireland) may, subject to the Takeover Code, determine) as a result of rights accruing under the Wireless Share Schemes prior to the date of this document. In addition, Wireless Shareholders named on the register on 20 May 2016 will receive the previously announced Special Dividend of 6.15 pence per Wireless Share and the 2015 Final Dividend of 7.6 pence per Wireless Share, both of which are expected to be paid on 15 July Wireless Directors' Recommendation The Wireless Directors, who have been so advised by Numis, consider the financial terms of the Offer to be fair and reasonable. In providing advice on the Offer to the Wireless Directors, Numis has taken into account the commercial assessments of the Wireless Directors. Numis is providing independent financial advice for the purposes of Rule 3 of the Takeover Code to the Wireless Directors. Accordingly, the Wireless Directors intend unanimously to recommend that Wireless Shareholders accept the Offer, as they have irrevocably agreed to do in respect of their own beneficial holdings of Wireless Shares, which amount, in aggregate, to 459,493 Wireless Shares representing approximately 0.67 per cent. of the existing issued share capital of Wireless as of 29 June 2016, being the last practicable date prior to the date of this announcement. These undertakings will continue to be binding if any higher competing offer is made for Wireless. 4. Background to and reasons for the recommendation In the last 12 months Wireless has delivered significant returns for its shareholders, with the sale of Juice FM in Liverpool to Global Radio for 10 million and the sale of its television business to ITV, including the transfer of its defined benefit pension scheme, for 100m. An associated return of capital of 55 million has been undertaken, comprising the B Share Scheme completed on 1 April 2016 and the Special Dividend. During this time Wireless has also continued to invest in its assets, with its participation in the consortium that won the licence to operate the second national digital multiplex D2, and its announcement on 20 May 2016 that talksport had been awarded three live UK audio packages for the Premier League for seasons 2016/17, 2017/18 and 2018/19. Following the disposal of its television business to ITV and these and other initiatives, Wireless has become a radio-focused group with market leading assets, a robust balance sheet and a strong management team. 11

31 While the Wireless Board believes that the present strategy and opportunities are capable of delivering long-term growth and profitability, it also believes the terms of the Offer provide Wireless Shareholders with an immediate and certain cash value which is attractive. The Wireless Directors believe the Offer recognises Wireless long-term prospects and growth potential and the potential medium term standalone value of Wireless, taking into account the markets in which Wireless operates. Following careful consideration of the above factors, the Wireless Directors intend unanimously to recommend that Wireless Shareholders accept the Offer, as they have each irrevocably undertaken to do in respect of their entire respective beneficial holdings of Wireless Shares. 5. Background to and reasons for the Offer Wireless is a media group operating in the UK and Ireland primarily focused on radio broadcasting. The business has valuable media brands that include talksport, the leading sports radio network in the UK, and a wider portfolio of media assets with a significant presence and audience engagement, both digitally and internationally. News Corp believes that Wireless represents an excellent strategic fit to complement its existing operations, broadening News Corp s range of services in the UK and Ireland, considered two of its key geographic markets, and internationally. talksport has radio and digital audio broadcasting rights for the Premier League, the FA Cup and the EFL Cup. It also has the global live audio rights to the Premier League in multiple languages (outside the EEA) to Wireless audience complements the audience of The Sun, and there is significant opportunity to increase engagement and monetisation through cross-promotion and leveraging Wireless' and News Corp's respective talent and advertising sales forces. The acquisition also raises the prospect of further international digital expansion for the Wireless brands. The UK and Ireland are key markets for News Corp. In the past few years News Corp has acquired Storyful in Ireland and Unruly in the UK. Those companies continue to operate as standalone businesses and they are adding value to the wider News group s global assets. The proposed acquisition of Wireless follows this trend. News Corp, which is evolving rapidly into a more digital and increasingly global company with a broad revenue mix has a proven track record of investing in content that drives audiences and in businesses that complement its existing brands and platforms. 6. Irrevocable Undertakings and Letters of Intent News Corp (UK & Ireland) has received irrevocable undertakings to accept the Offer from each of those Wireless Directors holding Wireless Shares and certain other Wireless Shareholders as described below. The irrevocable undertakings from each of those Wireless Directors holding Wireless Shares are in respect of their entire beneficial holdings (including in respect of any incentive or option schemes) representing, in aggregate, approximately 0.67 per cent. of the existing issued share capital of Wireless on 29 June 2016, being the last practicable date prior to the date of this announcement. The terms of these irrevocable undertakings will continue to be binding if a higher competing offer is made for Wireless. 12

32 The irrevocable undertakings from JO Hambro (3,500,000 Wireless Shares) and GVQ Investment Management (4,174,705 Wireless Shares) are in respect of a total of 7,674,705 Wireless Shares representing, in aggregate, approximately per cent. of the issued share capital of Wireless on 29 June 2016, being the last practicable date prior to the date of this announcement. The irrevocable undertakings received from JO Hambro and GVQ Investment Management will cease to be binding in the event of a competing offer for Wireless, the value of which exceeds the value of the Offer by 10 per cent. or more. In addition, News Corp (UK & Ireland) has received letters of intent from JO Hambro (3,565,431 Wireless Shares), Aberforth Partners LLP (on behalf of their clients) (5,495,041 Wireless Shares), Columbia Threadneedle Investments (4,224,012 Wireless Shares) and Invesco Asset Management Limited (2,774,276 Wireless Shares) in respect of a total of 16,058,760 Wireless Shares, representing approximately 23.4 per cent. of the existing ordinary share capital of Wireless in issue on 29 June 2016, being the latest practicable date prior to this announcement. In total, therefore, News Corp (UK & Ireland) has received irrevocable undertakings and letters of intent to accept the Offer in respect of 24,192,958 Wireless Shares representing, in aggregate, approximately per cent. of the issued share capital of Wireless on 29 June 2016, being the last practicable date prior to the date of this announcement. Further details of these irrevocable undertakings are set out in Appendix III to this announcement. 7. Information on News Corp and News Corp (UK & Ireland) News Corp is a global diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers and businesses throughout the world. News Corp comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, cable network programming in Australia and pay-tv distribution in Australia, that are distributed under some of the world s most recognisable and respected brands including The Wall Street Journal, Dow Jones, The Australian, Herald Sun, The Sun, The Times, HarperCollins Publishers, FOX SPORTS Australia, realestate.com.au, realtor.com, Foxtel and many others. News Corp's commitment to premium content makes its properties a trusted source of news and information and a premier destination for consumers across various media. Many of these properties deliver broad reach and high audience engagement levels in their respective markets making them attractive advertising vehicles. News Corp delivers its premium content to consumers across numerous distribution platforms consisting not only of traditional print and television, but also through an array of digital platforms including the web, mobile devices and tablets. News Corp is focused on pursuing integrated strategies across its businesses to continue to capitalise on the transition from print to digital consumption of high-quality content. News Corp's Class A and Class B Common Stock are listed on The NASDAQ Global Select Market under the trading symbols NWSA and NWS, respectively. CHESS Depositary Interests representing News Corp's Class A and Class B Common Stock also trade on the Australian Securities Exchange under the trading symbols NWSLV and NWS, respectively. Its principal executive offices are located at 1211 Avenue of the Americas, New York, New York. For the fiscal year ended 30 June 2015, News Corp reported group revenue of US$8,633 million and group EBITDA of US$852 million. As of 30 June 2015, it had approximately 25,000 13

33 employees, of whom approximately 10,000 were located in the U.S., 4,000 were located in the UK and 8,000 were located in Australia. News Corp (UK & Ireland) is an indirectly wholly-owned subsidiary of News Corp. News Corp (UK & Ireland) is incorporated in England. 8. Information on Wireless Wireless is a media group operating in the UK and Ireland primarily focused on radio broadcasting, with a presence in print media through its ownership of Sport Magazine and a growing digital division. In the UK, Wireless radio assets include talksport, talkradio, Virgin Radio UK and 12 local radio stations, of which the majority are based in the North West of England. talksport is Wireless flagship UK national radio station with a particular focus on football. It provides an informative and entertaining service to loyal fans, predominantly male, attracting on average more than 3 million listeners each week. Wireless, along with its two Sound Digital consortium partners, Bauer Media and Arqiva, won the licence to operate the second national UK digital radio multiplex, D2, in March It launched three new radio stations on D2, talkradio, talksport2 and, under a 12 year licence agreement with Virgin Group, Virgin Radio. In Ireland, Wireless is the largest local radio operator with seven stations broadcasting from Belfast, Dublin, Cork, Limerick and Drogheda, and a national advertising sales house in Dublin. These radio stations hold strong positions in the key urban areas in which they operate. Sport Magazine is a free London-based magazine. It has an audited print circulation of approximately 300,000 and is also available on ios, Android and Kindle. For the financial year ended 31 December 2015, Wireless reported revenues and operating profit from continuing operations of 75 million and 13 million, respectively. For the financial year ended 31 December 2015 Wireless employed on average 769 people in the UK and Ireland. 9. Wireless current trading At the time of its preliminary results for the year ended 31 December 2015, announced on 31 March 2016, Wireless stated the following with regard to its prospects: "The launch and establishment of our three new recently launched national radio stations on D2 is a key priority for talksport 2 and talkradio will leverage talksport's brand heritage while Virgin Radio will have instant brand recognition. All three stations will be supported by existing infrastructure and will benefit from cross-promotion, thereby helping to keep costs as low as possible. Our low cost model for these digital stations envisages breakeven being achieved at modest audience delivery levels. Operating losses at the three stations are anticipated to be circa 3.6m in 2016, moving to a small loss in 2017 and growing profitably beyond this. 50% of our forecast 2016 revenue for the D2 stations has already been achieved. talksport has a commanding position in the UK radio market as the premier sports radio station and will benefit from the summer Euro 2016 tournament. Both the size and the profile of its audience makes it an attractive medium for advertisers seeking male audiences. While a major football tournament typically would drive a 10% increase in sales over the course of a 14

34 calendar year, talksport is experiencing good underlying sales growth in addition to the positive effect of the Euros which augurs well for Our local radio stations are expected to perform broadly in line with the UK radio market for the year as a whole. The Irish economy is forecast to grow strongly in 2016 and beyond. Consumer expenditure is also forecast to grow. This growth should translate into increased advertising expenditure and Irish advertising agencies appear to be cautiously optimistic despite the backdrop of the slowing global economy. Our radio stations in Ireland continue to enjoy market leading positions in key urban areas across the country which should leave them well placed to avail of market growth. At this stage, we expect single digit Irish radio advertising growth in 2016 with the first quarter softer due to a very strong comparative in January. Since that announcement Wireless announced on 20 May 2016 that talksport has been awarded three live UK audio packages for the Premier League for seasons 2016/17, 2017/18 and 2018/19. In the first half of 2016, Wireless traded ahead of the prior year in revenue terms and, whilst at this stage it is unclear what impact the result of the recent EU Referendum may have, the Board of Wireless anticipates progress in 2016 in line with its expectations. 10. Management, employees and locations News Corp has been impressed by the skills and experience of the existing management and employees of Wireless, and expects them to play a leading role in growing the Wireless business in an increasingly competitive digital media environment as part of the wider News group. News Corp also believes that employees will benefit from the greater opportunities within the enlarged group. Whilst there are no immediate plans for any material changes in locations or personnel or any redeployment of assets following the Offer becoming or being declared unconditional in all respects, there may be duplication of some corporate and support functions which could involve minor headcount reductions in Wireless' operations going forward (although News Corp has not yet developed any proposals as to if and when such headcount reductions might be implemented). The Board of News Corp has given assurances to the Wireless Directors that, upon the Offer becoming or being declared unconditional in all respects, the existing contractual and statutory employment rights of existing management and employees of Wireless will be safeguarded and pension obligations complied with. 11. Wireless Share Schemes The Offer will extend to any Wireless Shares which are issued or unconditionally allotted whilst the Offer remains open for acceptance (or prior to such earlier time and/or date as News Corp (UK & Ireland) may, subject to the Takeover Code, determine) as a result of rights accruing under the Wireless Share Schemes. Appropriate proposals for any of the outstanding awards will be made to Wireless Awardholders, which will be contained in a letter to Wireless Awardholders which will be sent as soon as practicable after the Offer Document is published. 12. Financing the Offer Full acceptance of the Offer by Wireless Shareholders will result in a maximum cash consideration payable by News Corp (UK & Ireland) of approximately million. The cash consideration payable under the Offer will be funded using existing cash resources of the News Corp group. 15